MERCER INVESTMENTS LLC

Mercer provides investment management services and oversees the asset allocation, investment decisions, rebalancing and investment monitoring of client portfolios. Mercer also provides investment consulting services and offers guidance at each stage of investment decision-making, risk management, and investment monitoring processes. Our clients include sponsors and fiduciaries of employee benefit plans, foundations, endowments, healthcare organizations, insurance companies, financial intermediaries, and other investors. Mercer has been registered with the SEC as an investment adviser since 2005. Mercer is wholly-owned by Mercer (US) LLC, which is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (Marsh McLennan). Marsh McLennan is a public corporation listed on the New York, NYSE Chicago, and London stock exchanges (ticker symbol: MMC). Marsh McLennan's website address is www.mmc.com. As of December 31, 2024, Mercer's discretionary assets under management were approximately $193 billion, and non-discretionary assets under management were approximately $10 billion.

Mercer’s Investment Management Services

Mercer provides investment management services primarily utilizing a multi-manager approach to investing. Mercer manages a series of pre-defined and/or custom investment strategies that differ by risk and potential return characteristics. Mercer's investment strategies employ unaffiliated third-party investment managers (subadvisers), typically multiple subadvisers in a single strategy, to seek desired diversification and risk characteristics. Mercer implements its multi-manager approach through the use of multi-manager investment vehicles that it sponsors, including registered investment companies, common, collective, and group trust funds, and private investment funds, including private markets and hedge fund-of-funds (collectively, Affiliated Funds) and/or through a combination of subadvisers proprietary investment vehicles and subadviser-managed separate accounts. For additional information on the Affiliated Funds, please refer to their respective offering documents or contact your Mercer representative.

The decision to invest client assets in pooled investment vehicles (including Affiliated Funds) or separate accounts is based on a number of factors, including the client's investment strategy, objectives, restrictions, size, subadviser minimum asset size requirements for separate accounts, and available assets and cash. Mercer utilizes the Affiliated Funds when authorized to do so for a particular client, and taking into account a variety of factors, including, for example, that the client may achieve greater diversification at a given level of fees, simplification of investment lineup, and operational efficiencies.

Mercer also assists clients with developing overall investment objectives and restrictions, and strategic asset allocation strategies; however, the final decision regarding these matters generally remains with the client.

Mercer’s Investment Consulting Services

Mercer provides ongoing as well as project-based advice on investment policy and asset allocation based upon a client's specific investment objectives for risk and return. Clients typically retain final decision-making authority for the overall content of their investment policy statement, including asset allocation targets, overall investment objectives, and (except where Mercer has been engaged to provide investment management services as described above) selection of investment strategies, managers and funds. Mercer's consulting services include:

1. -Assisting clients with developing and documenting investment objectives, risk tolerance and cash flow needs relative to market opportunities;
2. -Establishing and advising on asset allocation and portfolio structures;
3. -Consulting on the effect of asset mix on projected asset values and cash flows;
4. -Providing Mercer's economic forecasts that are based upon Mercer's capital markets assumptions and address expected returns and risks for a variety of asset classes;
5. -Providing advice and analysis on environmental, social and governance (ESG) considerations of a particular investment strategy, manager or portfolio; and
6. -Making client recommendations concerning certain investment strategies, retention or termination of certain investment managers, and/or reallocation of assets among various managers or strategies.

Mercer prepares and presents regular performance measurement reports for clients. These typically include:

1. -Commentary and recommendations regarding manager performance and asset allocation;
2. -Observations on current investment market and trends;
3. -Special reports and analyses on topical issues such as alternative investments and sustainable investing; and
4. -Performance attribution, which analyzes portfolio and/or fund performance, broken down into its various sub-component sources of risk and return.

In preparing such reports, Mercer is able to leverage the research, administrative and support functions of its global affiliates.

Mercer also consults with clients regarding the appropriate benchmarks against which to measure investment performance, which may involve comparisons against market indices, benchmark portfolios, and/or Mercer-developed peer groups based on analysis by Mercer's manager research group (Manager Research).

Mercer's Executive Benefits Group (EBG) provides non-discretionary investment advice on the design and funding of executive nonqualified benefit plans. This includes:

1. -Evaluating existing funding strategies and products;
2. -Analysis and modeling of financing alternatives; and
3. -Evaluating providers of life insurance products.
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5. Other Services
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Mercer Sentinel, a specialty research and consulting division of Mercer, provides consulting advice regarding investment operations. This includes advising on the selection and performance assessment of custodians and transition managers and assessing the operational efficiency and risk of investment managers, securities lending programs, service providers, and foreign exchange execution. Mercer Sentinel also offers trading cost analysis, which provides an analysis of the execution cost of each broker in an investment portfolio.

Mercer, in conjunction with its global affiliates, sponsors Global Investment Forum (Forum) conferences. The goal of the Forum is to provide clients with intellectual capital from Mercer's investment consulting and research areas as well as other areas of Mercer's business. The Forum provides Mercer a platform to examine topics of importance, develop and/or disseminate Mercer's intellectual capital and research, and disseminate survey-based investment research and other related information to plan sponsors, other institutional investors, investment managers, and Mercer investment consultants around the world. Mercer also shares intellectual capital through its online forum known as MercerInsight Community.

MercerInsight is an institutional data, analytics, and research platform licensed on a subscription basis to plan sponsors, other institutional investors, and investment advisers. MercerInsight provides subscribers with the capability to filter and retrieve investment manager information and performance, Mercer's ratings and research material for these investment managers products, and other related information. Subscribers may also access Mercer's ratings and research material for these investment managers products through distribution on third-party platforms. Certain modules within MercerInsight can also be licensed on a subscription basis to investment managers. Separately, investment managers provide information relating to their investment advisory business and investment products at no charge, either directly to Mercer via its Global Investment Manager Database (GIMD), or the Mercer Sentinel Database, or to a third-party data provider which then licenses such information to Mercer.

Mercer's Analytics for Climate Transition (ACT) is a tool designed to help clients who want to establish a climate transition plan and set climate-related portfolio targets. It takes a forward-looking, total portfolio approach, evaluating transition capacity and measuring current emissions, as well as a bottom-up approach. This bottom-up, asset level assessment can cover publicly traded securities issued by corporate and government issuers, as well as private market investments. Publicly traded securities, including equities, corporate debt, emerging market debt, and certain agency mortgage-backed securities are assigned an ACT score and an ACT category using third-party issuer-level metrics data provided by MSCI and ISS as well as Mercer's own factor weighting approach. Private market assets, including private equity, private credit, real assets and infrastructure are assigned carbon intensity and an ACT Score by Mercer by averaging GICS sub-industries in an appropriate broad market index, such as the MSCI World Index, as a proxy for private markets securities. ACT helps interested clients assess their portfolio using metrics from third-party providers in an effort to estimate carbon risk across the portfolio, from low transition capacity investments, through to investments that are low carbon risk / zero carbon, or those that are providing climate solutions.

In certain cases, Mercer's services are delegated to, or provided in connection with, one or more of its affiliates as described in Item 10 below. Services that can be delegated or provided in conjunction with affiliates, including the Participating Affiliates (also as described in Item 10 below), include investment manager research, operational due diligence, performance reporting, retirement plan consulting, financial wellness consulting, and client servicing. Mercer also offers certain specialized consulting services to its clients, in conjunction with its affiliates. These services include, but are not limited to, planned pension de-risking solutions, research on custodians and transition brokers, strategic investment advice, enterprise risk management solutions, collaborating with clients to develop the clients research material, and other services. Additional consulting services provided to plan sponsors of defined contribution retirement plans and other employee benefit plans (such as non-qualified deferred compensation plans) include, for example, advising on plan governance, fiduciary obligations, plan participant education efforts, assisting with requests for proposals for plan service providers, conducting plan service provider benchmarking projects, and assisting with implementation of plan changes.

Additionally, some investment consulting clients engage Mercer to perform certain non-fiduciary administrative and operational services at the clients direction. The services generally include items such as assistance with opening or utilizing client custodial or brokerage accounts and communication of trading instructions, as well as general operational/administration assistance. Fees for these services are negotiable, are not subject to a standard fee schedule, and may be either separate from, or included in, the consulting fee paid by the client.